Exhibit 10.7
                       MANAGEMENT INCENTIVE PLAN
                                   OF
                 INTERNATIONAL MULTIFOODS CORPORATION

         Approved by the Board of Directors of International
                Multifoods Corporation on March 20, 1998

          As Amended and Restated Effective as of March 1, 1998

The purpose of the Management Incentive Plan of International 
Multifoods Corporation (the "Plan") is to provide incentive and reward 
to officers and other key management employees of International 
Multifoods Corporation and its subsidiaries who contribute to the 
success of the corporate enterprise by their industry, creativity, 
ability or exceptional service.  Amounts paid pursuant to the Plan are 
intended to qualify as performance-based compensation within the 
meaning of Section 162(m) of the Internal Revenue Code, as amended (the 
"Code").

Section 1.  Definitions
For purposes of the Plan, the following terms shall have the meanings 
set forth below:

"Award Year" means the fiscal year of Multifoods with respect to which 
a Target Award is established for a Participant.

"Board of Directors" means the Board of Directors of International 
Multifoods Corporation.

"Change in Control of Multifoods" has the meaning set forth in Section 
3.5 hereof.

"Committee" means the Compensation Committee of the Board of Directors 
or such other committee of directors as may be designated by the Board 
of Directors to administer the Plan.

"Multifoods" means International Multifoods Corporation.

"Participant" means any individual, including any officer, employed on 
a regular, full-time, salaried basis by Multifoods or any of its 
subsidiaries, designated by the Committee pursuant to Section 2 hereof.

"Restricted Stock" means shares of common stock, par value $.10 per 
share, of Multifoods in which incentive compensation may be payable, in 
whole or in part, pursuant to Section 4 hereof, and which shall be 
issuable pursuant to, and subject to the terms and conditions of, the 
1997 Stock-Based Incentive Plan of International Multifoods Corporation 
or such other plan of Multifoods which authorizes the issuance of 
restricted stock.  

"Target Award" means the incentive compensation amount established for 
a Participant pursuant to Section 3 hereof that would be payable if the 
performance targets are met, subject to such limitations as may apply 
under the Plan.

Section 2.  Participants

Prior to or within 90 days following the commencement of each Award 
Year, the Committee shall designate the Participants for such Award 
Year.  If an employee is hired during an Award Year, the Committee may 
designate such employee as a Participant for the remaining portion of 
the Award Year provided such designation is made within 90 days 
following the date of hire.

Section 3.  Determination of Incentive Awards

3.1       Performance Based Awards.  The Participants for an Award Year 
shall be eligible to receive an award of incentive compensation upon 
the attainment of performance targets selected by the Committee that 
are established based upon measures of "economic value added" ("EVA(R)") 
reflecting net operating profits after taxes less a capital charge with 
such adjustments as are deemed appropriate by the Committee.  Any such 
performance targets shall be designated by the Committee prior to or 
within 90 days following the commencement of each Award Year and may 
relate to one or any combination of two or more of corporate, group, 
unit, division, affiliate or individual performance.  The Committee, in 
the exercise of its discretion, shall determine, as a percentage of 
base annual salary, the amount of the Target Award for each 
Participant, and the performance targets that must be met as a 
condition to an award of incentive compensation equal to the Target 
Award or an award of incentive compensation less than or greater than 
the Target Award.  The Committee, in the exercise of its discretion, 
also may establish an incentive bank in the name of each Participant 
which shall be credited or charged in such manner as is deemed 
appropriate by the Committee in the event performance exceeds or falls 
short of the performance targets, with the incentive compensation 
payable in subsequent Award Years adjusted in such manner as is deemed 
appropriate by the Committee to account for the positive or negative 
balance in the incentive bank of the Participant.  For purposes of this 
Section 3.1, the term "base annual salary" means the base annual salary 
paid by Multifoods and its subsidiaries to an employee for services 
rendered during the Award Year, exclusive of commissions, fringe 
benefits, expense allowances, incentive compensation and other similar 
payments or benefits, but inclusive of amounts contributed from base 
annual salary by means of salary reduction to the Supplemental Deferred 
Compensation Plan of International Multifoods Corporation, the 
Employees' Voluntary Investment and Savings Plan of International 
Multifoods Corporation or to the Multifoods Flexible Spending Account 
Plan (or any other plan maintained by Multifoods or a subsidiary of 
Multifoods that is intended to qualify under Sections 125 or 401(k) of 
the Code).

3.2       Maximum Amount of Awards.  The total amount of the incentive 
compensation awarded to a Participant pursuant to the Plan for any 
Award Year shall not exceed $2,500,000, and any incentive compensation 
that would otherwise have been awarded but for such limit shall be 
forfeited by the Participant and shall not be added to the incentive 
bank of the Participant or otherwise serve to increase the amount of 
the incentive compensation awarded to the Participant in any subsequent 
Award Year.

3.3       Entitlements.  Unless the Committee determines otherwise,

(a)       the designation of a Participant by the Committee and/or the 
establishment of a Target Award or performance targets as a condition 
to payment of incentive compensation (i) shall not be deemed to be the 
grant of incentive compensation, and (ii) shall not entitle the 
Participant to any amount under the Plan, and

(b)       incentive compensation shall be deemed to be granted to a 
Participant following completion of the Award Year upon written 
certification by the Committee that all performance targets to be met 
as a condition to payment of incentive compensation have been met.

3.4       Continued Employment Required.  Unless the Committee 
determines otherwise, as a condition to receiving the payment of 
incentive compensation, a Participant must continue in the employ of 
Multifoods or a subsidiary of Multifoods as of the date that payment of 
the incentive compensation is authorized by the Committee. If a 
Participant continues in the employ of Multifoods or a subsidiary of 
Multifoods as of the last day of an Award Year but does not continue in 
the employ of Multifoods or a subsidiary of Multifoods on the date that 
payment of the incentive compensation is authorized by the Committee 
for such Award Year as a result of disability, death or retirement or 
for such other reason acceptable to the Committee, the Committee may, 
in its discretion, determine that the Participant is entitled to 
receive the incentive compensation which would have otherwise been 
payable to the Participant if such Participant had continued in the 
employ of Multifoods or a subsidiary of Multifoods as of the date that 
payment of such incentive compensation is authorized by the Committee.  
If a Participant does not continue in the employ of Multifoods or a 
subsidiary of Multifoods as of the last day of an Award Year as a 
result of disability, death or retirement or for such other reason 
acceptable to the Committee, the Committee may, in its discretion, 
determine that the Participant is entitled to receive any positive 
balance standing in his or her incentive bank as of the date of 
termination of employment and/or a prorata portion (through the date of 
termination of employment) of the Target Award or incentive 
compensation which would have otherwise been payable to the Participant 
if such Participant had continued in the employ of Multifoods or a 
subsidiary of Multifoods as of the last day of the Award Year.

3.5       Change in Control.  Notwithstanding anything to the contrary 
contained in this Plan, following a Change in Control of Multifoods, 
each Participant shall be entitled to the following immediate payment:

(a)       If the Change in Control of Multifoods occurs during the 
first six months of the Award Year, 100% of the amount of the Target 
Award of the Participant for the Award Year in which the Change in 
Control of Multifoods occurs, plus 100% of the balance (if positive) of 
any incentive bank maintained in the name of the Participant;

(b)       If the Change in Control of Multifoods occurs during the last 
six months of the Award Year, 100% of the incentive compensation which 
would have otherwise been paid to the Participant for the full Award 
Year in which the Change in Control of Multifoods occurs, such amount 
to be determined based upon the greater of the following:

(i)       the Target Award of the Participant for the Award Year; or

(ii)       an amount determined based upon the anticipated results 
relating to the performance objectives to be met as a condition to 
payment of incentive compensation to the Participant for the Award 
Year; 

plus 100% of the balance (if positive) of any incentive bank 
maintained in the name of the Participant.

For purposes of the Plan, the term "Change in Control of Multifoods" 
means any one of the following:

(a)       the acquisition by any individual, entity or group or (within 
the meaning of section 13(d)(3) or 14(d)(2) of the Securities Exchange 
Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial 
ownership (within the meaning of Rule 13d-3 promulgated under the 
Exchange Act) of 20% or more of either (i) the then outstanding shares 
of common stock of Multifoods (the "Outstanding Common Stock") or (ii) 
the combined voting power of the then outstanding voting securities of 
Multifoods entitled to vote generally in the election of directors (the 
"Outstanding Voting Securities"); provided, however, that for purposes 
of this subsection (a), the following acquisitions shall not constitute 
a Change of Control: (i) any acquisition directly from Multifoods, (ii) 
any acquisition by Multifoods, (iii) any acquisition by any employee 
benefit plan (or related trust) sponsored or maintained by Multifoods 
or any corporation controlled by Multifoods or (iv) any acquisition by 
any corporation pursuant to a transaction which complies with clauses 
(i), (ii) and (iii) of subsection (c) of this definition; or

(b)       individuals who, as of the date hereof, constitute the Board 
of Directors (the "Incumbent Board") cease for any reason to constitute 
at least a majority of the Board of Directors; provided, however, that 
any individual becoming a director subsequent to the date hereof whose 
election, or nomination for election by the Company's shareholders, was 
approved by a vote of at least a majority of the directors then 
comprising the Incumbent Board shall be considered as though such 
individual were a member of the Incumbent Board, but excluding, for 
this purpose, any such individual whose initial assumption of office 
occurs as a result of an actual or threatened election contest with 
respect to the election or removal of directors or other actual or 
threatened solicitation of proxies or consents by or on behalf of a 
Person other than the Board of Directors; or

(c)       consummation of a reorganization, merger or consolidation or 
sale or other disposition of all or substantially all of the assets of 
Multifoods (a "Business Combination"), in each case, unless, following 
such Business Combination, (i) all or substantially all of the 
individuals and entities who were the beneficial owners, respectively, 
of the Outstanding Common Stock and Outstanding Voting Securities 
immediately prior to such Business Combination beneficially own, 
directly or indirectly, more than 60% of, respectively, the then 
outstanding shares of common stock and the combined voting power of the 
then outstanding voting securities entitled to vote generally in the 
election of directors, as the case may be, of the corporation resulting 
from such Business Combination (including, without limitation, a 
corporation which as a result of such transaction owns Multifoods or 
all or substantially all of Multifoods' assets either directly or 
through one or more subsidiaries) in substantially the same proportions 
as their ownership, immediately prior to such Business Combination of 
the Outstanding Common Stock and Outstanding Voting Securities, as the 
case may be, (ii) no Person (excluding any employee benefit plan (or 
related trust) of Multifoods or such corporation resulting from such 
Business Combination) beneficially owns, directly or indirectly, 20% or 
more of, respectively, the then outstanding shares of common stock of 
the corporation resulting from such Business Combination or the 
combined voting power of the then outstanding voting securities of such 
corporation except to the extent that such ownership existed prior to 
the Business Combination and (iii) at least a majority of the members 
of the board of directors of the corporation resulting from such 
Business Combination were members of the Incumbent Board at the time of 
the execution of the initial agreement, or of the action of the Board 
of Directors, providing for such Business Combination; or

(d)       approval by the shareholders of Multifoods of a complete 
liquidation or dissolution of Multifoods.

3.6       Payment Form.  The Committee, in the exercise of its 
discretion, shall also determine whether any incentive compensation 
shall be paid in a lump sum or in installments in equal or varying 
amounts over a period of not more than five years. Lump sum awards 
shall be paid to the Participant as soon as administratively 
practicable after the close of the applicable Award Year.  In the case 
of installment awards, the first installment shall be paid as soon as 
administratively practicable after the close of the applicable Award 
Year, and the remaining installments shall be paid at the times and in 
the amounts determined by the Committee.  All remaining installments 
shall be retained by Multifoods, pending payment thereof.  Amounts so 
retained shall be treated by Multifoods as if they were the property of 
Multifoods for all purposes, and the only liability of Multifoods 
therefor shall be to pay cash installments to the Participant when and 
as they become due in accordance with the Plan. Unless the Committee 
determines otherwise, Multifoods shall not be liable for any interest 
on any amounts so retained.

3.7       Forfeitures.  Unless the Committee determines otherwise, if 
incentive compensation is being paid in installments to a Participant 
and the Participant voluntarily terminates his or her employment, he or 
she shall forfeit any remaining unpaid installments; provided, that 
when the Committee determines it would serve the best interests of 
Multifoods and its subsidiaries, the Committee may waive the forfeiture 
in whole or in part. In addition, the Committee may accelerate payment 
of unpaid installments.  In the event of termination of employment 
resulting from death, disability or retirement, the installments which 
remain unpaid at that time will be paid to the Participant in the same 
manner as if he or she were still employed, or, in the event of his or 
her death, in the same manner as if he or she were still living.  The 
Committee, in its discretion, may accelerate such payments in such 
cases.  For purposes of this Section 3, a "retirement" will be deemed 
to have occurred if the Participant terminates employment after 
satisfying such age and/or service requirements as are imposed on the 
receipt of an early or normal retirement benefit with respect to a 
grandfathered participant under the Multifoods Pension Equity Plan.

3.8       Reduction in Awards.  The Committee is authorized at any time 
during or after an Award Year, in its sole and absolute discretion, to 
reduce or eliminate the incentive compensation awarded to any 
Participant for any reason.  No reduction in the incentive compensation 
awarded or paid to any Participant shall increase the amount of the 
incentive compensation payable to any other Participant.

Section 4.  Payment of Incentive Compensation

All incentive compensation shall be payable in cash or in Restricted 
Stock, or both, as determined in the sole discretion of the Committee.

Section 5.  Powers of Committee

The Committee shall have full power and authority to interpret and 
administer the Plan.  Any decisions, determinations or actions made or 
taken by the Committee pursuant to the Plan shall be final, conclusive 
and binding on all persons for all purposes.

Section 6.  Extension, Amendment or Termination

The Board of Directors shall have the power to suspend or discontinue 
the Plan, in whole or in part, at any time, and, from time to time, to 
extend, modify, amend or revise the Plan in such respects as the Board 
of Directors, by resolution, may deem advisable.  The fact that a 
director is, has been, or will be, a Participant in the Plan shall not 
disqualify him or her from voting as a director for or against a 
suspension, discontinuance, extension, modification, amendment or 
revision of the Plan or any part thereof.

Section 7.  No Right to Continued Employment

Nothing in the Plan or the establishment of any Target Award or payment 
of any incentive compensation shall be interpreted to confer upon the 
Participant any right with respect to continuance of employment by 
Multifoods or any subsidiary of Multifoods, nor shall the Plan or the 
establishment of any Target Award or payment of any incentive 
compensation interfere in any way with the right of Multifoods or any 
subsidiary of Multifoods to terminate the employment of the Participant 
at any time.